BAY COMMERCIAL SERVICES

                          EMPLOYEE STOCK OWNERSHIP PLAN

                  Amendment No. 1 to Amended and Restated Plan


            WHEREAS,  Bay Commercial Services ("Bank") maintains the Bay 
Commercial Services Employee Stock Ownership Plan ("Plan") for the benefit of
its eligible Employees; and

            WHEREAS,  it is desirable to amend the definition of  "Compensation"
in the Plan to clarify that amounts  contributed on an Employee's behalf for the
Plan Year to a "cafeteria  plan" under Section 125 of the Internal  Revenue Code
of 1986, as amended,  are to be included in Compensation,  and to coordinate the
Plan's vesting rule relating to Retirement;

            NOW, THEREFORE, the Plan is hereby amended as follows:

     1. The  definition  of  "Compensation"  in Section 2 is restated to read as
follows, effective as of January 1, 1993:

          Compensation  
               The total wages and other compensation paid to an Employee by the
               Bank during the Plan Year and  reportable on the  Employees  Wage
               and Tax Statement (Form W-2), plus any "Elective  Deferrals" made
               by him to the  401(k)  Plan for the Plan  Year,  and any  amounts
               contributed on his behalf for the Plan Year to a "cafeteria plan"
               described  in Section 125 of the Code.  For Plan Years  beginning
               before  January  1,  1993,   Compensation  shall  not  include  a
               Participant's commissions in excess of $36,000 per year. For Plan
               Years beginning on and after January 1, 1993, the Compensation of
               a  Participant  who is a Highly  Compensated  Employee  shall not
               include  commissions in excess of the Compensation  limit for the
               Plan Year  determined  under  paragraph (3) of the  definition of
               "Highly  Compensated  Employee"  in this  Section 2. For any Plan
               Year  beginning  after 1988 and before 1994, any amount in excess
               of $200,000  shall be excluded,  and for any Plan Year  beginning
               after 1993,  any amount in excess of  $150,000  shall be excluded
               (and each dollar  amount shall be adjusted  for  increases in the
               cost-of-living pursuant to Section 401 (a) (17) of the Code). For
               purposes of applying these $200,000 and $150,000 limitations, the
               Compensation  of a 5% owner or of a Highly  Compensated  Employee
               who is one of the ten most highly  compensated Highly Compensated
               Employees shall be aggregated with the Compensation of his spouse
               and his lineal  descendants  who are under age 19. 

     2.  Section 10 (a) (1) is  restated  to read as  follows,  effective  as of
January 1, 1996: 

               (1) A Participant's  interest in his Accounts shall become 100%
vested and  nonforfeitable  without regard to his Credited  Service if he (A) is
employed  by the Bank on or after his 65th  birthday,  (B)  incurs a  Disability
while  employed by the Bank,  or (C) dies while  employed by the Bank. To record
the  adoption of this  Amendment  No. 1 to the amended and  restated  Plan,  the
Company has caused it to be executed this twenty-second day of January, 1997.

                             BAY COMMERCIAL SERVICES

                                       By________________________

                                       By________________________